Cover
Cover | Dec. 28, 2023 |
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Dec. 28, 2023 |
Entity Registrant Name | Evolve Transition Infrastructure LP |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-33147 |
Entity Tax Identification Number | 11-3742489 |
Entity Address, Address Line One | 1360 Post Oak Blvd |
Entity Address, Address Line Two | Suite 2400 |
Entity Address, Postal Zip Code | 77056 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
City Area Code | 713 |
Local Phone Number | 783-8000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Units representing limited partner interests |
Trading Symbol | SNMP |
Security Exchange Name | NYSEAMER |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001362705 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Revenues | |||
Gathering and transportation lease revenues | $ 18,332 | $ 36,109 | |
Total revenues | 18,332 | 36,109 | |
Operating expenses | |||
Transportation operating expenses | 7,450 | 9,877 | |
General and administrative expenses | 6,313 | 12,404 | |
General and administrative (benefit) expense - related entities | (1,163) | (6,375) | |
Unit-based compensation expense | 33 | 53 | |
Loss (gain) on sale of assets | 4,408 | ||
Depreciation and amortization | 13,296 | 18,516 | |
Accretion expense | 340 | 421 | |
Total operating expenses | 26,269 | 39,304 | |
Other (income) expense | |||
(Earnings) loss from equity investment | (1,436) | (6,139) | |
Other income | (2) | 719 | |
Total other expenses | 43,748 | 49,810 | |
Total expenses | 70,017 | 89,114 | |
Loss before income taxes | (51,685) | (53,005) | |
Income tax expense | 54 | 132 | |
Net loss | $ (51,739) | $ (53,137) | |
Net loss per unit prior to conversion | |||
Common units - Basic (in dollars per share) | $ (0.23) | $ (0.35) | |
Common units - Diluted (in dollars per share) | $ (0.23) | $ (0.35) | |
Weighted Average Units Outstanding prior to conversion | |||
Common units - Basic (in shares) | 228,596,208 | 152,638,640 | |
Common units - Diluted (in shares) | 228,596,208 | 152,638,640 | |
Net loss per unit after conversion | |||
Common units - Basic (in dollars per share) | [1] | $ (6.82) | $ (10.44) |
Common units - Diluted (in dollars per share) | [1] | $ (6.82) | $ (10.44) |
Weighted Average Units Outstanding after conversion | |||
Common units - Basic (in shares) | [1] | 7,589,082 | 5,087,955 |
Common units - Diluted (in shares) | [1] | 7,589,082 | 5,087,955 |
Pro Forma Adjustments | |||
Revenues | |||
Gathering and transportation lease revenues | $ 0 | $ 0 | |
Total revenues | 0 | 0 | |
Operating expenses | |||
Transportation operating expenses | 0 | 0 | |
General and administrative expenses | 0 | 0 | |
General and administrative (benefit) expense - related entities | 42 | (110) | |
Unit-based compensation expense | 0 | 0 | |
Loss (gain) on sale of assets | (6,802) | ||
Depreciation and amortization | 0 | 0 | |
Accretion expense | 0 | 0 | |
Total operating expenses | 42 | (6,912) | |
Other (income) expense | |||
(Earnings) loss from equity investment | 1,436 | 6,139 | |
Other income | 0 | 0 | |
Total other expenses | 506 | 5,172 | |
Total expenses | 548 | (1,740) | |
Loss before income taxes | (548) | 1,740 | |
Income tax expense | 0 | 54 | |
Net loss | $ (548) | $ 1,686 | |
Net loss per unit prior to conversion | |||
Common units - Basic (in dollars per share) | $ 0 | $ 0.01 | |
Common units - Diluted (in dollars per share) | $ 0 | $ 0.01 | |
Weighted Average Units Outstanding prior to conversion | |||
Common units - Basic (in shares) | 228,596,208 | 152,638,640 | |
Common units - Diluted (in shares) | 228,596,208 | 152,638,640 | |
Net loss per unit after conversion | |||
Common units - Basic (in dollars per share) | [1] | $ (0.07) | $ 0.33 |
Common units - Diluted (in dollars per share) | [1] | $ (0.07) | $ 0.33 |
Weighted Average Units Outstanding after conversion | |||
Common units - Basic (in shares) | [1] | 7,589,082 | 5,087,955 |
Common units - Diluted (in shares) | [1] | 7,589,082 | 5,087,955 |
Pro Forma | |||
Revenues | |||
Gathering and transportation lease revenues | $ 18,332 | $ 36,109 | |
Total revenues | 18,332 | 36,109 | |
Operating expenses | |||
Transportation operating expenses | 7,450 | 9,877 | |
General and administrative expenses | 6,313 | 12,404 | |
General and administrative (benefit) expense - related entities | (1,121) | (6,485) | |
Unit-based compensation expense | 33 | 53 | |
Loss (gain) on sale of assets | (2,394) | ||
Depreciation and amortization | 13,296 | 18,516 | |
Accretion expense | 340 | 421 | |
Total operating expenses | 26,311 | 32,392 | |
Other (income) expense | |||
(Earnings) loss from equity investment | 0 | 0 | |
Other income | (2) | 719 | |
Total other expenses | 44,254 | 54,982 | |
Total expenses | 70,565 | 87,374 | |
Loss before income taxes | (52,233) | (51,265) | |
Income tax expense | 54 | 186 | |
Net loss | $ (52,287) | $ (51,451) | |
Net loss per unit prior to conversion | |||
Common units - Basic (in dollars per share) | $ (0.23) | $ (0.34) | |
Common units - Diluted (in dollars per share) | $ (0.23) | $ (0.34) | |
Weighted Average Units Outstanding prior to conversion | |||
Common units - Basic (in shares) | 228,596,208 | 152,638,640 | |
Common units - Diluted (in shares) | 228,596,208 | 152,638,640 | |
Net loss per unit after conversion | |||
Common units - Basic (in dollars per share) | [1] | $ (6.89) | $ (10.11) |
Common units - Diluted (in dollars per share) | [1] | $ (6.89) | $ (10.11) |
Weighted Average Units Outstanding after conversion | |||
Common units - Basic (in shares) | [1] | 7,589,082 | 5,087,955 |
Common units - Diluted (in shares) | [1] | 7,589,082 | 5,087,955 |
Nonrelated Party | |||
Other (income) expense | |||
Interest expense, net | $ 1,435 | $ 1,924 | |
Nonrelated Party | Pro Forma Adjustments | |||
Other (income) expense | |||
Interest expense, net | (930) | (967) | |
Nonrelated Party | Pro Forma | |||
Other (income) expense | |||
Interest expense, net | 505 | 957 | |
Related Party | |||
Other (income) expense | |||
Interest expense, net | 43,751 | 53,306 | |
Related Party | Pro Forma Adjustments | |||
Other (income) expense | |||
Interest expense, net | 0 | 0 | |
Related Party | Pro Forma | |||
Other (income) expense | |||
Interest expense, net | $ 43,751 | $ 53,306 | |
[1]Amounts adjusted for the Reverse Split on July 17, 2023. |
Unaudited Pro Forma Condensed C
Unaudited Pro Forma Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,122 | $ 2,785 |
Accounts receivable | 4,117 | 2,415 |
Prepaid expenses | 606 | 371 |
Deferred lease incentive | 1,122 | 1,122 |
Total current assets | 7,967 | 6,693 |
Gathering and transportation assets, net | 83,962 | 87,478 |
Intangible assets, net | 98,541 | 106,752 |
Equity investments | 14,696 | 14,964 |
Deferred lease incentive, net | 8,972 | 9,813 |
Right of use assets, net | 3,938 | 5,899 |
Other non-current assets | 50 | 75 |
Total assets | 218,126 | 231,674 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,399 | 4,675 |
Other current liabilities | 359 | 438 |
Short-term debt, net of debt issuance costs | 0 | 19,793 |
Class C preferred units - related entities | 442,157 | 411,800 |
Short-term lease liabilities | 2,286 | 2,204 |
Total current liabilities | 448,201 | 438,910 |
Other liabilities | ||
Accrued shared services fees - related entities | 2,677 | 3,839 |
Asset retirement obligation | 5,461 | 5,121 |
Long-term debt, net of discount and debt issuance costs | 17,049 | |
Long-term lease liabilities | 1,048 | 2,773 |
Stonepeak warrant - related entities | 1,328 | 2,853 |
Other liabilities | 303 | 287 |
Total other liabilities | 27,866 | 14,873 |
Total liabilities | 476,067 | 453,783 |
Commitments and contingencies | ||
Partners’ deficit | ||
Common units, 8,443,516 and 7,510,186 units issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | (257,941) | (222,109) |
Total partners’ deficit | (257,941) | (222,109) |
Total liabilities and partners’ deficit | 218,126 | 231,674 |
Pro Forma Adjustments | ||
Current assets | ||
Cash and cash equivalents | 1,897 | 967 |
Accounts receivable | 0 | 0 |
Prepaid expenses | 0 | 0 |
Deferred lease incentive | 0 | 0 |
Total current assets | 1,897 | 967 |
Gathering and transportation assets, net | 0 | 0 |
Intangible assets, net | 0 | 0 |
Equity investments | (14,696) | (14,964) |
Deferred lease incentive, net | 0 | 0 |
Right of use assets, net | 0 | 0 |
Other non-current assets | 0 | 0 |
Total assets | (12,799) | (13,997) |
Current liabilities | ||
Accounts payable and accrued liabilities | 54 | 54 |
Other current liabilities | 0 | 0 |
Short-term debt, net of debt issuance costs | 0 | (15,627) |
Class C preferred units - related entities | 0 | 0 |
Short-term lease liabilities | 0 | 0 |
Total current liabilities | 54 | (15,573) |
Other liabilities | ||
Accrued shared services fees - related entities | (68) | (110) |
Asset retirement obligation | 0 | 0 |
Long-term debt, net of discount and debt issuance costs | (13,923) | |
Long-term lease liabilities | 0 | 0 |
Stonepeak warrant - related entities | 0 | 0 |
Other liabilities | 0 | 0 |
Total other liabilities | (13,991) | (110) |
Total liabilities | (13,937) | (15,683) |
Commitments and contingencies | ||
Partners’ deficit | ||
Common units, 8,443,516 and 7,510,186 units issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1,138 | 1,686 |
Total partners’ deficit | 1,138 | 1,686 |
Total liabilities and partners’ deficit | (12,799) | (13,997) |
Pro Forma | ||
Current assets | ||
Cash and cash equivalents | 4,019 | 3,752 |
Accounts receivable | 4,117 | 2,415 |
Prepaid expenses | 606 | 371 |
Deferred lease incentive | 1,122 | 1,122 |
Total current assets | 9,864 | 7,660 |
Gathering and transportation assets, net | 83,962 | 87,478 |
Intangible assets, net | 98,541 | 106,752 |
Equity investments | 0 | 0 |
Deferred lease incentive, net | 8,972 | 9,813 |
Right of use assets, net | 3,938 | 5,899 |
Other non-current assets | 50 | 75 |
Total assets | 205,327 | 217,677 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,453 | 4,729 |
Other current liabilities | 359 | 438 |
Short-term debt, net of debt issuance costs | 0 | 4,166 |
Class C preferred units - related entities | 442,157 | 411,800 |
Short-term lease liabilities | 2,286 | 2,204 |
Total current liabilities | 448,255 | 423,337 |
Other liabilities | ||
Accrued shared services fees - related entities | 2,609 | 3,729 |
Asset retirement obligation | 5,461 | 5,121 |
Long-term debt, net of discount and debt issuance costs | 3,126 | |
Long-term lease liabilities | 1,048 | 2,773 |
Stonepeak warrant - related entities | 1,328 | 2,853 |
Other liabilities | 303 | 287 |
Total other liabilities | 13,875 | 14,763 |
Total liabilities | 462,130 | 438,100 |
Commitments and contingencies | ||
Partners’ deficit | ||
Common units, 8,443,516 and 7,510,186 units issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | (256,803) | (220,423) |
Total partners’ deficit | (256,803) | (220,423) |
Total liabilities and partners’ deficit | $ 205,327 | $ 217,677 |
Unaudited Pro Forma Condensed_2
Unaudited Pro Forma Condensed Consolidated Balance Sheets (Parenthetical) - shares | Sep. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Units, issued (in shares) | [1] | 8,443,516 | 7,510,186 |
Units, outstanding (in shares) | [1] | 8,443,516 | 7,510,186 |
[1]Amounts adjusted for the Reverse Split on July 17, 2023. |